{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-013609","form_type":"8-K","ticker":"BMNR","cik":"0001829311","company_name":"BITMINE IMMERSION TECHNOLOGIES, INC.","filed_at":"2026-03-30T23:59:59+00:00","discovered_at":"2026-05-14T18:02:36.414632+00:00","generated_at":"2026-05-15T08:26:03.933854+00:00","sec_items":["1.01","2.01","3.02","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Bitmine Immersion acquires Ethereum staking infrastructure firm Pier Two Holdings for up to $36.3M","bullets":["Total consideration includes $10.5M in stock (501,545 shares at $20.9346), $14M deferred, up to $11.8M earnout.","Pier Two provides hybrid cloud and bare metal non-custodial staking for Ethereum; adds validator operations and staking-as-a-service.","Management services agreement with Ethereum Tower LLC grants 2% membership interest in Buyer and monthly fee based on staking rewards.","Issued 501,545 shares as stock consideration to accredited investors under Section 4(a)(2)/Reg D, subject to six-month lock-up with monthly 1/6 releases.","Deferred consideration of $14M payable in cash and stock; earnout up to $11.8M based on operational milestones over 12 months."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-013609","json":"https://secwatch.observer/filing/0001493152-26-013609.json","markdown":"https://secwatch.observer/filing/0001493152-26-013609.md","text":"https://secwatch.observer/filing/0001493152-26-013609.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1829311/000149315226013609/0001493152-26-013609-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1829311/000149315226013609/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T08:26:03.933854+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"30e61af1cae9707ea280774740237641cf2fe45c","claim":"BITMINE IMMERSION TECHNOLOGIES, INC. completed an acquisition involving Pier Two Holdings Pty Ltd for $14,000,000 (closed 2026-03-24).","evidence_excerpt":"Consideration being released from such restrictions on each monthly anniversary of March 24, 2026 (the “ Closing Date ”); (iii) deferred consideration in an aggregate amount of $14,000,000, payable in a combination of cash and shares of Common Stock; and (iv) potential earnout consideration of up to $11,801,000, payable in shares of Common Stock based on the","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1829311/000149315226013609/0001493152-26-013609-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus","event_type":"m_and_a","sec_items":["1.01","3.02","2.01","2.03","3.03","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Consideration being released from such restrictions on each monthly anniversary of March 24, 2026 (the “ Closing\nDate ”); (iii) deferred consideration in an aggregate amount of $14,000,000, payable in a combination of cash and shares\nof Common Stock; and (iv) potential earnout consideration of up to $11,801,000, payable in shares of Common Stock based on the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1829311/000149315226013609/0001493152-26-013609-index.htm","comparable_excerpt":"of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm"}},{"accession":"0001628280-26-032558","ticker":"APAD","company_name":"Enhanced Group Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Enhanced Group completes de-SPAC merger with Enhanced Ltd; redemptions of $201.7M","event_type":"m_and_a","sec_items":["1.01","2.01","5.06","3.02","9.01","4.01","3.01","3.03","5.01","5.02","5.03","5.05","7.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-032558","json":"https://secwatch.observer/filing/0001628280-26-032558.json","markdown":"https://secwatch.observer/filing/0001628280-26-032558.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/apadu-20260506.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Consideration being released from such restrictions on each monthly anniversary of March 24, 2026 (the “ Closing\nDate ”); (iii) deferred consideration in an aggregate amount of $14,000,000, payable in a combination of cash and shares\nof Common Stock; and (iv) potential earnout consideration of up to $11,801,000, payable in shares of Common Stock based on the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1829311/000149315226013609/0001493152-26-013609-index.htm","comparable_excerpt":"On May 7, 2026, as contemplated by the Business Combination Agreement and as described in the section titled “ The BCA Proposal ” beginning on pa ge 180 of the Proxy Statement/Prospectus, the Company, Enhanced and Merger Sub consummated the business combination contemplated by the Business Combination Agreement, whereby: • Merger Sub merged with and into Enhanced (the “First Merger”), with Enhanced surviving the merger as a wholly owned subsidiary of the Company;","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm"}},{"accession":"0001104659-26-057182","ticker":"RMIX","company_name":"Suncrete, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Suncrete acquires Nelson Bros. Ready Mix for $42.3M cash + stock; earnout up to $18M","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057182","json":"https://secwatch.observer/filing/0001104659-26-057182.json","markdown":"https://secwatch.observer/filing/0001104659-26-057182.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/tm2613866d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Consideration being released from such restrictions on each monthly anniversary of March 24, 2026 (the “ Closing\nDate ”); (iii) deferred consideration in an aggregate amount of $14,000,000, payable in a combination of cash and shares\nof Common Stock; and (iv) potential earnout consideration of up to $11,801,000, payable in shares of Common Stock based on the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1829311/000149315226013609/0001493152-26-013609-index.htm","comparable_excerpt":"Mr. Owens, Ms. Owens and JAO, the “Sellers”),\nand Jacob Owens in his capacity as representative of the Sellers. The aggregate consideration\nfor the Acquisition consisted of (i) 1,296,456 shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Class\nA Common Stock”) issued to the Sellers (the “Stock Consideration”) and (ii) a $42.3 million net","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm"}},{"accession":"0001493152-26-021767","ticker":"SHPH","company_name":"Shuttle Pharmaceuticals Holdings, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Shuttle Pharma completes merger with United Dogecoin, pivots to crypto, raises $9.55M PIPE","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","3.03","5.02","5.03","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021767","json":"https://secwatch.observer/filing/0001493152-26-021767.json","markdown":"https://secwatch.observer/filing/0001493152-26-021767.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/0001493152-26-021767-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/form8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Consideration being released from such restrictions on each monthly anniversary of March 24, 2026 (the “ Closing\nDate ”); (iii) deferred consideration in an aggregate amount of $14,000,000, payable in a combination of cash and shares\nof Common Stock; and (iv) potential earnout consideration of up to $11,801,000, payable in shares of Common Stock based on the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1829311/000149315226013609/0001493152-26-013609-index.htm","comparable_excerpt":"On May 6, 2026 (the “ Closing Date ”), Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (“ Shuttle ” or “ Acquiror ”), completed its previously announced merger pursuant to an Agreement and Plan of Merger (the “ Merger Agreement ”), entered into on April 30, 2026 by and among the Acquiror, Shuttle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Shuttle (“ Merger Sub ”) and United Dogecoin Inc., a Delaware corporation (the “ Company ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1757499/000149315226021767/0001493152-26-021767-index.htm"}},{"accession":"0001493152-26-021330","ticker":"CHRN","company_name":"EKSO BIONICS HOLDINGS, INC.","filed_at":"2026-05-05T23:59:59+00:00","headline":"Ekso Bionics completes reverse merger with Applied Digital subsidiary; renames to ChronoScale Corp.","event_type":"m_and_a","sec_items":["1.01","2.01","2.02","3.02","3.03","4.01","5.01","5.02","5.03","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021330","json":"https://secwatch.observer/filing/0001493152-26-021330.json","markdown":"https://secwatch.observer/filing/0001493152-26-021330.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/0001493152-26-021330-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/form8-ka.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Consideration being released from such restrictions on each monthly anniversary of March 24, 2026 (the “ Closing\nDate ”); (iii) deferred consideration in an aggregate amount of $14,000,000, payable in a combination of cash and shares\nof Common Stock; and (iv) potential earnout consideration of up to $11,801,000, payable in shares of Common Stock based on the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1829311/000149315226013609/0001493152-26-013609-index.htm","comparable_excerpt":"On May 5, 2026 (the “Closing Date”), Ekso Bionics Holdings, Inc., a Nevada corporation (“Ekso” or the “Company”), consummated the previously announced business combination transaction (the “Business Combination”) contemplated by that certain Contribution and Exchange Agreement","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/0001493152-26-021330-index.htm"}},{"accession":"0001140361-26-018716","ticker":"GYRE","company_name":"GYRE THERAPEUTICS, INC.","filed_at":"2026-05-04T23:59:59+00:00","headline":"Gyre Therapeutics completes $300M all-stock acquisition of Cullgen; appoints Ying Luo as CEO","event_type":"m_and_a","sec_items":["2.01","5.03","1.01","3.02","3.03","5.02","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-018716","json":"https://secwatch.observer/filing/0001140361-26-018716.json","markdown":"https://secwatch.observer/filing/0001140361-26-018716.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/0001140361-26-018716-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/ef20072211_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Consideration being released from such restrictions on each monthly anniversary of March 24, 2026 (the “ Closing\nDate ”); (iii) deferred consideration in an aggregate amount of $14,000,000, payable in a combination of cash and shares\nof Common Stock; and (iv) potential earnout consideration of up to $11,801,000, payable in shares of Common Stock based on the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1829311/000149315226013609/0001493152-26-013609-index.htm","comparable_excerpt":"Revenue Code of 1986, as\n amended. Under the terms of the Merger Agreement, the Company acquired Cullgen in an all-stock transaction that valued Cullgen at\n approximately $300 million. At the effective time of the Merger (the “Effective Time”), each then outstanding share of Cullgen capital stock (the “Cullgen Capital Stock”), excluding shares of Cullgen","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/0001140361-26-018716-index.htm"}},{"accession":"0001731122-26-000653","ticker":"LNAI","company_name":"Lunai Bioworks Inc.","filed_at":"2026-05-01T23:59:59+00:00","headline":"Lunai Bioworks completes merger to acquire CNS patent portfolio; issues $20M Series B Preferred Stock","event_type":"m_and_a","sec_items":["1.01","2.01","9.01","3.01","3.02","3.03","5.03"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001731122-26-000653","json":"https://secwatch.observer/filing/0001731122-26-000653.json","markdown":"https://secwatch.observer/filing/0001731122-26-000653.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1527728/000173112226000653/0001731122-26-000653-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1527728/000173112226000653/e7595_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Consideration being released from such restrictions on each monthly anniversary of March 24, 2026 (the “ Closing\nDate ”); (iii) deferred consideration in an aggregate amount of $14,000,000, payable in a combination of cash and shares\nof Common Stock; and (iv) potential earnout consideration of up to $11,801,000, payable in shares of Common Stock based on the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1829311/000149315226013609/0001493152-26-013609-index.htm","comparable_excerpt":"nto an Agreement and Plan of Merger (the “Merger Agreement”) with Neurobridge IP Holdings Incorporated, a Delaware corporation\n(“Holdings”), Lunai Bioworks IP, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1527728/000173112226000653/0001731122-26-000653-index.htm"}},{"accession":"0001193125-26-197835","ticker":"BKKT","company_name":"Bakkt, Inc.","filed_at":"2026-04-30T23:59:59+00:00","headline":"Bakkt completes acquisition of DTR; issues ~11.3M shares to sellers including CEO","event_type":"m_and_a","sec_items":["2.01","1.01","3.02","5.01","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-197835","json":"https://secwatch.observer/filing/0001193125-26-197835.json","markdown":"https://secwatch.observer/filing/0001193125-26-197835.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1820302/000119312526197835/0001193125-26-197835-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1820302/000119312526197835/d233784d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Consideration being released from such restrictions on each monthly anniversary of March 24, 2026 (the “ Closing\nDate ”); (iii) deferred consideration in an aggregate amount of $14,000,000, payable in a combination of cash and shares\nof Common Stock; and (iv) potential earnout consideration of up to $11,801,000, payable in shares of Common Stock based on the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1829311/000149315226013609/0001493152-26-013609-index.htm","comparable_excerpt":"Purchase Agreement) for purposes of consummating the acquisition of DTR at Closing. At the closing of the acquisition of DTR (the “Closing”), the Company issued an aggregate of 11,316,775 shares (such shares, the “Consideration Shares”) of its Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), comprised of (A) 31.5% of (i) the aggregate","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1820302/000119312526197835/0001193125-26-197835-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}